<PAGE> File No. 70-8307
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
__________________________________
POST-EFFECTIVE AMENDMENT NO. 6
TO
FORM U-1
__________________________________
APPLICATION OR DECLARATION
under the
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
* * *
AMERICAN ELECTRIC POWER COMPANY, INC.
AEP ENERGY SERVICES, INC.
1 Riverside Plaza, Columbus, Ohio 43215
(Name of company or companies filing this statement
and addresses of principal executive offices)
* * *
AMERICAN ELECTRIC POWER COMPANY, INC.
1 Riverside Plaza, Columbus, Ohio 43215
(Name of top registered holding company
parent of each applicant or declarant)
* * *
G. P. Maloney, Executive Vice President
AMERICAN ELECTRIC POWER SERVICE CORPORATION
1 Riverside Plaza, Columbus, Ohio 43215
Jeffrey D. Cross, General Counsel
AEP ENERGY SERVICES, INC.
1 Riverside Plaza, Columbus, Ohio 43215
(Names and addresses of agents for service)
American Electric Power Company, Inc. ("American") and AEP
Energy Services, Inc. ("AEPES") hereby amend their Application or
Declaration on Form U-1 in file No. 70-8307 in order to 1.) receive
authority for AEPES to contribute to research and development
efforts of non-affiliated entities; 2.) amend AEPES' Service
Agreements with respect to the sale or licensing of intellectual
property developed by its affiliated companies in the AEP System;
3.) extend American's authority to guarantee AEPES' debt and
performance until December 31, 1998; and 4.) obtain authority for
AEPES to provide or broker financing to non-affiliated customers,
as follows:
1. By adding to the end of part B. Restatement and Amendment
of Authority under ITEM 1. DESCRIPTION OF PROPOSED TRANSACTION the
following:
"(5) Contributions to Research and Development
AEPES requests authorization to make financial and/or
technical contributions to research and development efforts of
non-affiliated entities. AEPES believes that contribution to
the research and development of new inventions and
technologies related to or affecting the generation,
transmission, distribution or utilization of electricity, or
relating to or affecting the providing of electric utility
services, will enhance the business opportunities of AEPES and
benefit its affiliated companies.
As a result of AEPES' contribution to the research and
development efforts of non-affiliated entities AEPES may
receive a license to use and/or a right to sublicense any
resulting intellectual property. AEPES would propose, subject
to the terms and conditions of the contribution, to make the
intellectual property available to AEPES' affiliated companies
at cost. AEPES would utilize the intellectual property in its
own business activities or would sell or license the property
to non-affiliated companies.
AEPES would not acquire an equity interest in the non-
affiliated entity as a result of making a contribution to the
non-affiliated entity's research and development efforts. If
AEPES became entitled to receive an equity interest in the
non-affiliated entity, AEPES, subject to the receipt of any
required regulatory approvals, will sell the interest to
Investments at its fair market value."
2. By amending and restating the third paragraph of part C.
Service Agreements with AEPES under ITEM 1. DESCRIPTION OF PROPOSED
TRANSACTION, as follows:
"The agreements also extend to the resale and licensing of
property protected by copyright, patent or trademark laws.
AEPES proposes amending the Service Agreements to provide that
if AEPES sells or licenses to non-affiliates any such property
developed by the Operating subsidiaries or AEPSC for their own
use, and such companies retain a right to continue to use said
property, AEPES shall pay such affiliated companies an amount
equal to those costs directly attributable to the affiliated
company making the property available to AEPES. If the
affiliated company developed the property not for its own use
but for use by AEPES, AEPES shall also pay the affiliated
company an amount equal to the affiliated company's
development costs.
If as a result of AEPES' sale or license of intellectual
property developed by an affiliated company for its own use,
the property is no longer available for use by that company,
AEPES shall also pay the affiliated company: (1) 70% of the
revenues from the intellectual property until the affiliated
company recovers its direct costs of making the property
available and its costs of developing the property; and (2)
20% of such revenues thereafter.
Intellectual property, if developed by AEPES, will be made
available, subject to any contract restrictions or
requirements, to all affiliated companies in the AEP System
without charge, except for expenses incurred."
3. By amending part D. Investments in AEPES, Financing and
Guaranties under ITEM 1. DESCRIPTION OF PROPOSED TRANSACTION as
follows:
"By extending American's authority to guarantee AEPES' debt
and other obligations until December 31, 1998. American's
authority to invest in AEPES and AEPES's authority to incur
debt is now permitted under Rules 45 and 52, as amended in
HCAR No. 26311 (June 28, 1995), and therefore does not need to
be extended."
4. By adding new part G. AEPES Customer Financing under ITEM
1. DESCRIPTION OF PROPOSED TRANSACTION as following:
"G. AEPES Customer Financing
AEPES requests authority to provide or broker financing to
customers in connection with and to support the sale of goods
or provision of services through direct loan, installment
purchase, operating or finance lease arrangements (including
sublease arrangements) or loan guarantees. Interest on loans
and imputed interest on lease payments will be at prevailing
market rates. The obligations will have terms of one to
thirty years and be secured or unsecured. AEPES also may
assign obligations acquired from customers to banks or other
financial institutions with or without recourse."
5. By filing herewith the following Exhibits:
Exhibit B-5 Proposed form of amendment to Service
Agreement between AEPSC and AEPES (to be filed
by amendment)
Exhibit B-6 Proposed form of amendment to Service
Agreement between an Operating Subsidiary and
AEPES (to be filed by amendment)
Exhibit G-2 Proposed Form of Notice
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned companies have duly caused
this amendment to be signed on their behalf by the undersigned
thereunto duly authorized.
AMERICAN ELECTRIC POWER COMPANY, INC.
By _/s/ G. P. Maloney______________
Vice President
AEP ENERGY SERVICES, INC.
By _/s/ G. P. Maloney______________
President
Dated: September 20, 1995
Exhibit G-2
UNITED STATES OF AMERICA
before the
SECURITIES AND EXCHANGE COMMISSION
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
Release No. /October , 1995
________________________________________
:
In the Matter of :
:
AMERICAN ELECTRIC POWER COMPANY, INC. :
AEP ENERGY SERVICES, INC. :
1 Riverside Plaza :
Columbus, Ohio 43215 :
:
(70-8307) :
________________________________________:
NOTICE OF PROPOSED CONTRIBUTION TO RESEARCH AND DEVELOPMENT EFFORTS
OF NON-AFFILIATED ENTITIES; AMENDMENT TO SALE OR LICENSING OF
INTELLECTUAL PROPERTY DEVELOPED BY AFFILIATES; EXTENSION OF
AUTHORITY TO GUARANTEE DEBT AND PERFORMANCE; AND PROPOSED PROVISION
OF FINANCING TO NON-AFFILIATED CUSTOMERS
AEP Energy Services, Inc. ("AEPES"), a subsidiary of American
Electric Power Company, Inc. ("AEP"), a registered holding company,
and AEP have filed with this Commission an Application or
Declaration on Form U-1 pursuant to the Public Utility Holding
Company Act of 1935 (the "Act"), designating Sections 6(a), 7,
9(a), 10, 12(b) and 13(b), Rules 45, 45(b)(1), 50(a)(5), 87(b)(1),
90 and 91 promulgated thereunder as applicable to the proposed
transaction.
AEPES now proposes to amend its Application or Declaration by
requesting authority to make financial and/or technical
contributions to research and development efforts of non-affiliated
entities.
As a result of AEPES' contribution to the research and development
efforts of non-affiliated entities AEPES may receive a license to
use and/or a right to sublicense any resulting intellectual
property.
AEPES proposes amending its Service Agreements with AEPSC and the
AEP Operating Companies to provide that if AEPES sells or licenses
to non-affiliates any such property developed by the Operating
subsidiaries or AEPSC for their own use, and such companies retain
a right to continue to use said property, AEPES shall pay such
affiliated companies an amount equal to those costs directly
attributable to the affiliated company making the property
available to AEPES. If the affiliated company developed the
property not for its own use but for use by AEPES, AEPES shall also
pay the affiliated company an amount equal to the affiliated
company's development costs.
If as a result of AEPES' sale or license of intellectual property
developed by an affiliated company for its own use, the property is
no longer available for use by that company, AEPES shall also pay
the affiliated company: (1) 70% of the revenues from the
intellectual property until the affiliated company recovers its
direct costs of making the property available and its costs of
developing the property; and (2) 20% of such revenues thereafter.
Intellectual property, if developed by AEPES, will be made
available, subject to any contract restrictions or requirements, to
all affiliated companies in the AEP System without charge, except
for expenses incurred.
AEP also requests authorization to extend AEP's authority to
guarantee AEPES' debt and other obligations until December 31,
1998.
AEPES requests authority to provide or broker financing to
customers in connection with and to support the sale of goods or
provision of services.
The Application or Declaration and any amendments thereto are
available for public inspection through the Commission's Office of
Public Reference. Interested persons wishing to comment or request
a hearing should submit their views in writing by October 20, 1995
to the Secretary, Securities and Exchange Commission, Washington,
D.C. 20549, and serve a copy on the declarant at the address
specified above. Proof of service (by affidavit or, in case of any
attorney at law, by certificate) should be filed with the request.
Any request for a hearing shall identify specifically the issues of
fact or law that are disputed. A person who so requests will be
notified of any hearing, if ordered, and will receive a copy of any
notice or order issued in this matter. After said date, the
Application or Declaration, as filed or as it may be amended, may
be permitted to become effective.
For the Commission, by the Office of Public Utility Regulation,
pursuant to delegated authority.
Jonathan G. Katz
Secretary
